REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 22nd, 2021 • Longview Acquisition Corp. II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among Longview Acquisition Corp. II, a Delaware corporation (the “Company”), and Longview Investors II LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holders on the signature page(s) hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 22nd, 2021 • Longview Acquisition Corp. II • Blank checks • New York
WARRANT AGREEMENT between LONGVIEW ACQUISITION CORP. II and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • February 22nd, 2021 • Longview Acquisition Corp. II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2021, is by and between Longview Acquisition Corp. II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”; also referred to herein as the “Transfer Agent”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • February 22nd, 2021 • Longview Acquisition Corp. II • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of [●], 2021, is entered into by and between Longview Acquisition Corp. II, a Delaware corporation (the “Company”), and Longview Investors II LLC, a Delaware limited liability company (the “Purchaser”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 22nd, 2021 • Longview Acquisition Corp. II • Blank checks
This Indemnification Agreement (“Agreement”) is made and entered into as of this [●] day of [●], 2021, by and between Longview Acquisition Corp. II, a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
Longview Acquisition Corp. II New York, NY 10153 Re: Initial Public Offering Ladies and Gentlemen:Longview Acquisition Corp. II • February 22nd, 2021 • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and among Longview Acquisition Corp. II, a Delaware corporation (the “Company”), and UBS Securities LLC and Cowen and Company, LLC, as the representatives (the “Representatives”) of the several underwriters (collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of up to 57,500,000 of the Company’s units (including up to 7,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-fourth of one redeemable warrant (each, a “Warrant”). Each whole Warrant entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in t
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • February 22nd, 2021 • Longview Acquisition Corp. II • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of [●], 2021, between Longview Acquisition Corp. II, a Delaware corporation (the “Company”), Glenview Capital Management, LLC (the “Adviser”) and each of the purchasers listed on the signature pages hereto (each, a “Purchaser” and, collectively, along with any additional entities identified by the Adviser to become a party to this agreement pursuant to Section 8(f) hereof, the “Purchasers”).
LONGVIEW ACQUISITION CORP. II 50,000,000 Units Underwriting AgreementLongview Acquisition Corp. II • February 22nd, 2021 • Blank checks • New York
Longview Acquisition Corp. II, a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (collectively, the “Underwriters”), for whom you are acting as representatives (collectively, the “Representatives”), an aggregate of 50,000,000 units of the Company (the “Underwritten Units”) and, at the option of the Underwriters, up to an additional 7,500,000 units of the Company (the “Option Units”). The Underwritten Units and the Option Units are herein referred to as the “Units.”
Longview Acquisition Corp. II New York, NY 10153Longview Acquisition Corp. II • February 22nd, 2021 • Blank checks • New York
This letter agreement by and between Longview Acquisition Corp. II, a Delaware corporation (the “Company”), and Glenview Capital Management, LLC, a Delaware limited liability company (the “Provider”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the New York Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
